The Stakeholders Agreement is a crucial document used when multiple parties hold interests in a Dutch company, whether as shareholders, investors, or other stakeholders. It becomes particularly relevant during company formation, investment rounds, or restructuring phases. This agreement, governed by Dutch law and compliant with the Dutch Civil Code (Burgerlijk Wetboek), provides a comprehensive framework for managing stakeholder relationships, corporate governance, and share ownership. The document typically includes detailed provisions on voting rights, share transfer restrictions, management structure, and dispute resolution mechanisms. It serves as a fundamental instrument for protecting all parties' interests while ensuring smooth company operations and decision-making processes within the Dutch legal context.
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1. Parties: Identification of all stakeholders, including the company and shareholders
2. Background: Context of the agreement, company structure, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Share Capital and Stakeholders: Details of share capital structure, classes of shares, and ownership
5. Management and Governance: Board composition, appointment rights, and management structure
6. Shareholders Meetings: Procedures for convening and conducting shareholder meetings, voting rights
7. Reserved Matters: Decisions requiring special majority or unanimous approval
8. Share Transfer Restrictions: Limitations and procedures for transferring shares
9. Pre-emption Rights: Rights of existing shareholders to purchase shares before third parties
10. Information Rights: Stakeholders' rights to company information and financial reports
11. Confidentiality: Protection of company and stakeholder confidential information
12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
13. Term and Termination: Duration of agreement and circumstances for termination
14. General Provisions: Standard clauses including notices, amendments, governing law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stake
2. Drag-Along Rights: Rights of majority shareholders to force minorities to join in sale
3. Anti-Dilution Protection: Protection against share value dilution in future share issues
4. Dividend Policy: Specific arrangements for distribution of profits
5. Dead-lock Resolution: Procedures for resolving management or shareholder deadlocks
6. Put and Call Options: Rights to force purchase or sale of shares under specific conditions
7. Employee Share Scheme: Provisions for employee share ownership programs
8. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses
9. Exit Strategy: Provisions for company sale, IPO, or other exit events
1. Schedule 1 - Share Capital Table: Detailed breakdown of share ownership and classes
2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring special approval
3. Schedule 3 - Company Information: Details of company registration, directors, and structure
4. Schedule 4 - Form of Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5 - Business Plan: Initial or current business plan of the company
6. Schedule 6 - Competing Businesses: List of businesses considered competitors
7. Appendix A - Articles of Association: Current articles of association of the company
8. Appendix B - Board Rules: Detailed rules governing board operations and procedures
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